How Reuters will decide on Thomson bid

Protective Minority means: (i) in relation to regulation 23 and regulation 31 (ii) one quarter of the Reuters Trustees present (whether in person, by proxy, by telephonic communication or by alternate) provided that if the number of Reuter Trustees so present is not divisible by four it shall be deemed to be rounded up to the next highest number which is so divisible for the purposes of calculating the number of Reuter Trustees necessary to
constitute a Protective Minority.

Clause 3 includes (a) that Reuters shall at no time pass into the hands of any one interest, group or faction.

Clause 23: At a General Meeting every Reuter Trustee (in the capacity of a member) shall have one vote, save that, in the event of a resolution being proposed at any General Meeting of the Company to alter or remove Clause 3 of the Memorandum of Association, to amend the Articles of Association of the Company, or to wind up the Company voluntarily, if a Protective Minority votes against the resolution, such Protective Minority shall be entitled in aggregate to a total number of votes which is one more than the total number of votes which may be cast in favour of the resolution.

Clause 31. If the company receives notice, or any Reuter Trustee receives information that any resolution is to be proposed at a General Meeting of Reuters and the passing of such resolution by the requisite majority of votes would be, or would be deemed by the Articles of Association of Reuters to be, a variation or abrogation of the rights attached to the Founders Share (in this regulation referred to as a 'relevant resolution'):

(ii) a resolution proposed at the meeting of the Reuters Trustees that the voting rights attached to the Founders Share be exercised to defeat a relevant resolution shall be validly passed if a Protective Minority shall have voted in favour of the resolution.